EXHIBIT
32.2
Certification
of Chief Financial Officer Regarding Form 10-Q for the Three Months Ended March
31, 2008
Pursuant
to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In
connection with the Quarterly Report of Redwood Trust, Inc. (the “Company”) on
Form 10-Q for the three months ended March 31, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Martin
S. Hughes, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1)
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 as amended; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company for the periods
indicated.
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Date:
May 7, 2008
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/s/
MARTIN
S. HUGHES
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Martin
S. Hughes
Chief
Financial Officer and Secretary
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